| REGISTERED NUMBER: |
| Strategic Report, |
| Report of the Directors and |
| Audited Financial Statements |
| for the Year Ended 31 December 2025 |
| for |
| G.A. Design International Limited |
| REGISTERED NUMBER: |
| Strategic Report, |
| Report of the Directors and |
| Audited Financial Statements |
| for the Year Ended 31 December 2025 |
| for |
| G.A. Design International Limited |
| G.A. Design International Limited (Registered number: 02098014) |
| Contents of the Financial Statements |
| for the Year Ended 31 December 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 3 |
| Statement of Directors' Responsibilities | 4 |
| Report of the Independent Auditors | 5 |
| Income Statement | 8 |
| Statement of Comprehensive Income | 9 |
| Statement of Financial Position | 10 |
| Statement of Changes in Equity | 12 |
| Statement of Cash Flows | 13 |
| Notes to the Statement of Cash Flows | 14 |
| Notes to the Financial Statements | 15 |
| G.A. Design International Limited |
| Company Information |
| for the Year Ended 31 December 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditor & Chartered Accountants |
| Old Printers Yard |
| 156 South Street |
| Dorking |
| Surrey |
| RH4 2HF |
| G.A. Design International Limited (Registered number: 02098014) |
| Strategic Report |
| for the Year Ended 31 December 2025 |
| The Directors present their Strategic Report for G.A. Design International Limited ("GA") for the year ended 31 December 2025. |
| GA is an internationally recognised luxury hospitality interior design business, delivering design services to leading hotels, resorts, and high-end residential developments across Europe, the Middle East, Africa, Asia and the Americas. The company's reputation for creative excellence and specialist hospitality expertise continues to differentiate it within the global hospitality sector. |
| REVIEW OF BUSINESS |
| 2025 was a year of strategic investment and brand development for GA. Management focused on strengthening the company's market presence, increasing industry engagement and reactivating relationships with developers, operators and clients across its global network. |
| Revenue from design services totalled £10.7 million during the year (2024: £11.6 million). The reduction reflected softer market conditions in the Middle East, historically one of the company's strongest regions. Despite these challenges, the business maintained an active project pipeline and secured new opportunities across multiple international markets. |
| The year also saw increased investment in brand development, business outreach and operational systems to support future growth. Combined with industry recognition through design awards and media coverage, these initiatives strengthened the visibility of the GA brand and its position within the global hospitality design market. |
| A significant milestone was achieved on 19 December 2025 when the company's parent, G.A Group Holdings Limited was acquired by Elevate Sports Ventures LLC, a subsidiary of One Elevate Inc., which became the company's ultimate parent. The acquisition is expected to support the company's long-term growth ambitions, while providing access to a broader network of clients and strategic opportunities. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The principal risks facing the company remain the timing of project cash receipts and broader economic conditions which can significantly impact investment activity within the global hospitality sector. |
| Management continues to monitor market conditions closely whilst maintaining a diversified international portfolio of projects and clients. |
| KEY PERFORMANCE INDICATORS |
| Financial |
| The Directors monitor performance principally through revenue, profitability and cash generation. |
| Revenue from design services for the year amounted to £10.7 million (2024: £11.6 million). Trading EBITDA was £1.6 million (2024: £2.5 million), reflecting lower revenue together with targeted investment during the year in brand development, business development initiatives and operational systems designed to support future growth. |
| Non-Financial |
| The Directors also monitor project wins, client retention, employee engagement, industry recognition and the overall strength of the company's sales pipeline. These measures complement the company's financial KPIs and support the Directors' assessment of the business's long-term strategic progress. |
| ON BEHALF OF THE BOARD: |
| G.A. Design International Limited (Registered number: 02098014) |
| Report of the Directors |
| for the Year Ended 31 December 2025 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2025. |
| PRINCIPAL ACTIVITIES |
| The principal activities of the company in the year under review were those of interior and architectural design for luxury hospitality and residential developments worldwide. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31 December 2025. |
| DIRECTORS |
| The directors who have held office during the period from 1 January 2025 to the date of this report are as follows: |
| FINANCIAL INSTRUMENTS |
| The Directors consider the following to be the significant risks to the business and action has been taken to mitigate the risks. |
| Price Risk - The Company is exposed to price risk from other suppliers, in our opinion this will always be a risk and cost reviews are regularly undertaken. |
| Credit and Liquidity Risk - All work undertaken by the company is performed under signed contracts and all contracts are reviewed by a director prior to signature. Amounts charged to bad debts typically relate to disputes that the company has chosen not to pursue for a variety of reasons; in most cases, said amounts were due and collectible under the company's contracts. |
| Liquidity and Cashflow Risk - at is the directors' opinion that almost all fee-for-services firms experience some cash flow pressure from time to time. The management therefore regularly review the working capital requirements of the company with great care to ensure that future liquidity, cashflow and adequate provisions are in place. |
| DIRECTORS INSURANCE |
| The company maintains an insurance policy for claims against Directors in the performance of their duties. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| ON BEHALF OF THE BOARD: |
| G.A. Design International Limited (Registered number: 02098014) |
| Statement of Directors' Responsibilities |
| for the Year Ended 31 December 2025 |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK-adopted international accounting standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| Report of the Independent Auditors to the Members of |
| G.A. Design International Limited |
| Opinion |
| We have audited the financial statements of G.A. Design International Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK. |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with IFRSs as adopted by the UK; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Strategic Report, the Report of the Directors and the Statement of Directors' Responsibilities, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| G.A. Design International Limited |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant which are directly relevant to specific assertions in the financial statements are those related to the reporting frameworks (IFRS, the Companies Act 2006 and the relevant tax compliance regulations in the UK). |
| We understood how the company is complying with those legal and regulatory frameworks by making enquiries of management. |
| We did not identify any material matters relating to non-compliance with laws and regulations or relating to fraud. |
| We assessed the susceptibility of company's financial statements to material misstatement by discussions with the directors to understand areas where they considered there was susceptibility to misstatement. We also considered pressures on the directors to meet any external pressures in reporting the financial results. |
| Audit procedures performed by the engagement team on the areas where fraud might occur included: |
| - review of material balance sheet assets and liabilities to supporting third party confirmations where available |
| - journal entries review, with a focus on manual entries and entries determined to be large or unusual |
| - review of amounts recoverable under contract |
| - transaction testing |
| Assessment of the appropriateness of the collective competence and capabilities of the engagement team including consideration of the engagement team's: |
| - understanding of, and practical experience with audit engagements of a similar nature and complexity |
| - knowledge of the industry in which the company operates |
| - understanding of the legal and regulatory requirements specific to the company. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| G.A. Design International Limited |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Statutory Auditor & Chartered Accountants |
| Old Printers Yard |
| 156 South Street |
| Dorking |
| Surrey |
| RH4 2HF |
| G.A. Design International Limited (Registered number: 02098014) |
| Income Statement |
| for the Year Ended 31 December 2025 |
| 31.12.25 | 31.12.24 |
| Notes | £ | £ |
| CONTINUING OPERATIONS |
| Revenue |
| Cost of sales | ( |
) | ( |
) |
| GROSS PROFIT |
| Other operating income |
| Administrative expenses | ( |
) | ( |
) |
| OPERATING PROFIT BEFORE RESTRUCTURING COSTS |
1,247,253 |
1,930,008 |
| Restructuring costs | ( |
) | ( |
) |
| OPERATING PROFIT |
| Finance costs | 4 | (645,855 | ) | (840,087 | ) |
| Finance income | 4 | 87,188 | 73,819 |
| PROFIT BEFORE INCOME TAX | 5 |
| Income tax | 6 | ( |
) |
| PROFIT FOR THE YEAR |
| G.A. Design International Limited (Registered number: 02098014) |
| Statement of Comprehensive Income |
| for the Year Ended 31 December 2025 |
| 31.12.25 | 31.12.24 |
| £ | £ |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE LOSS |
| Item that will not be reclassified to profit or loss: |
| Foreign exchange reserve movement | ( |
) |
| Income tax relating to item that will not be reclassified to profit or loss |
- |
- |
| OTHER COMPREHENSIVE LOSS FOR THE YEAR, NET OF INCOME TAX |
( |
) |
| TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR |
( |
) |
| G.A. Design International Limited (Registered number: 02098014) |
| Statement of Financial Position |
| 31 December 2025 |
| 31.12.25 | 31.12.24 |
| Notes | £ | £ |
| ASSETS |
| NON-CURRENT ASSETS |
| Owned |
| Property, plant and equipment | 7 |
| Right-of-use |
| Property, plant and equipment | 7, 14 |
| Deferred tax | 16 |
| CURRENT ASSETS |
| Trade and other receivables | 8 |
| Cash and cash equivalents | 9 |
| TOTAL ASSETS |
| EQUITY |
| SHAREHOLDERS' EQUITY |
| Called up share capital | 10 |
| Foreign exchange reserve | 11 | ( |
) | ( |
) |
| Retained earnings | 11 |
| TOTAL EQUITY | ( |
) | ( |
) |
| LIABILITIES |
| NON-CURRENT LIABILITIES |
| Financial liabilities |
| Interest bearing loans and |
| lease liabilities | 13, 14 |
| CURRENT LIABILITIES |
| Trade and other payables | 12 |
| Financial liabilities |
| Interest bearing loans and |
| lease liabilities | 13, 14 |
| Provisions | 15 |
| TOTAL LIABILITIES |
| TOTAL EQUITY AND LIABILITIES |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| G.A. Design International Limited (Registered number: 02098014) |
| Statement of Financial Position - continued |
| 31 December 2025 |
| G.A. Design International Limited (Registered number: 02098014) |
| Statement of Changes in Equity |
| for the Year Ended 31 December 2025 |
| Called up | Foreign |
| share | Retained | exchange | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2024 | ( |
) | ( |
) | ( |
) |
| Changes in equity |
| Profit for the year | - | 2,538,188 | - | 2,538,188 |
| Total comprehensive income | - |
| Balance at 31 December 2024 | ( |
) | ( |
) |
| Changes in equity |
| Profit for the year | - | 417,250 | - | 417,250 |
| Other comprehensive income | - | - | ( |
) | (434,022 | ) |
| Total comprehensive loss | - | ( |
) | ( |
) |
| Balance at 31 December 2025 | ( |
) | ( |
) |
| G.A. Design International Limited (Registered number: 02098014) |
| Statement of Cash Flows |
| for the Year Ended 31 December 2025 |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 |
| Interest paid | ( |
) | ( |
) |
| Lease interest paid | (10,860 | ) | (19,408 | ) |
| Finance costs paid | - | (99,663 | ) |
| Net cash from operating activities |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Net cash from investing activities | ( |
) | ( |
) |
| Cash flows from financing activities |
| New loans |
| Loan repayments in year | ( |
) | ( |
) |
| Lease payments | ( |
) | ( |
) |
| Net cash from financing activities | ( |
) | ( |
) |
| Increase in cash and cash equivalents |
| Cash and cash equivalents at beginning of year | 2 | 226,398 |
| Effect of foreign exchange rate changes | (562,283 | ) | (168,026 | ) |
| Cash and cash equivalents at end of year | 2 |
| G.A. Design International Limited (Registered number: 02098014) |
| Notes to the Statement of Cash Flows |
| for the Year Ended 31 December 2025 |
| 1. | RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Profit before income tax |
| Depreciation charges |
| Increase in provisions | 80,000 | - |
| Finance costs | 645,855 | 840,087 |
| Finance income | (87,188 | ) | (73,819 | ) |
| 1,496,478 | 1,987,875 |
| Decrease/(increase) in trade and other receivables | ( |
) |
| Increase in trade and other payables |
| Cash generated from operations |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
| Year ended 31 December 2025 |
| 31.12.25 | 1.1.25 |
| £ | £ |
| Cash and cash equivalents | 957,510 | 752,452 |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 752,452 | 226,398 |
| G.A. Design International Limited (Registered number: 02098014) |
| Notes to the Financial Statements |
| for the Year Ended 31 December 2025 |
| 1. | STATUTORY INFORMATION |
| G.A. Design International Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparation |
| Critical accounting judgements and key sources of estimation uncertainty |
| The recognition of the deferred tax asset involves significant judgement regarding the probability of future taxable profits. Should actual results differ from those anticipated, the carrying amount of the deferred tax asset may require adjustment. |
| Revenue recognition and amounts recoverable under contract |
| Revenue comprises the fair value of the consideration received for the provision of services net of value added tax, rebates and discounts. Revenue is recognised when it can be reliably measured and it is probable that economic benefits will flow to the company with reference to the completion stage of the contract. |
| In assessing the amounts recoverable under contract the Directors have considered and approach consistent with accounting standards. Each project has been considered and an assessment of recoverability made. |
| Cash and cash equivalents |
| Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value. |
| In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position. |
| Property, plant and equipment |
| Short leasehold | - | 10% on cost |
| Fixtures and fittings | - |
| The company recognises right of use assets and the corresponding finance lease liability. The company presents these assets as part of property, plant and equipment given the nature and use of these leased . assets. Depreciation of these ROU assets are as follows: |
| Office Building - over the terms of the lease |
| Fixtures & Fittings - over the terms of the lease |
| Property, plant and equipment is stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. |
| G.A. Design International Limited (Registered number: 02098014) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Trade debtors and accrued income |
| Trade debtors are amounts due from customers for services performed in the ordinary course of business. Trade debtors are recognised initially at the transaction price. A provision for the impairment of trade debtors is established where there is objective evidence that the company will not be able to collect all amounts due. |
| Where a project has been substantially completed by the date of the statement of financial position and the criteria for revenue recognition are satisfied, an amount recoverable under contract is recognised for work performed but unbilled with reference to the completion stage of the contract. |
| Trade creditors |
| Trade creditors are the obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are recognised at the transaction price. |
| Borrowings |
| All borrowings are initially recorded at the amounts of proceeds received. The interest expense is recognised on the basis of the effective interest rate method and is included in finance costs. |
| Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. |
| Share capital |
| Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable. |
| Taxation |
| Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date. |
| Deferred tax is recognised where appropriate in respect of all timing differences that have originated but not reversed at the statement of financial position date. Deferred tax is determined using tax rates enacted or substantially enacted by the statement of financial position date. |
| G.A. Design International Limited (Registered number: 02098014) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Leased assets |
| For any new contracts entered into on or after 1 January 2019, the company considers whether a contract is, or contains a lease. A lease is defined as 'a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration'. To apply this definition, the company assesses whether the contract meets three key evaluations; |
| - The contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the company. |
| - The company has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract the company has the right to direct the use of the identified asset throughout the period of use. |
| - The company assesses that it has the right to direct 'how and for what purpose' the asset is used throughout the period of use. |
| Measurement and recognition of leases as a lessee |
| At lease commencement date, the company recognises a right of use asset and a lease liability on the balance sheet. The right of use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the company, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the commencement date (net of any incentives received). |
| At the commencement date the company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the company's incremental borrowing rate. |
| Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any re-assessment or modification, or if there are any changes in in-substance fixed payments. Where the lease liability is remeasured, the corresponding adjustment is reflected in the right of use asset, or to the income statement if the right of use asset is already reduced to zero. |
| In the accounts for the year ended 31 December 2025 the weighted average incremental borrowing rate applied to lease liabilities recognised under IFRS 16 was 7.96% for both the office building and for the office equipment. |
| On the statement of financial position, right of use assets have been included in property, plant and equipment and lease liabilities have been included in financial liabilities. |
| Employee benefit costs |
| The company operates a defined contribution pension scheme for employees. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate. |
| 3. | EMPLOYEES AND DIRECTORS |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Wages and salaries |
| Other pension costs |
| G.A. Design International Limited (Registered number: 02098014) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 3. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 31.12.25 | 31.12.24 |
| Administration and support | 11 | 10 |
| Marketing | 1 | 1 |
| Other departments | 48 | 64 |
| Directors emoluments totalled £Nil (2024 - £159,206). |
| The emoluments of the highest paid director totalled £Nil (2024 - £70,379). |
| Directors were remunerated in other group companies. |
| 4. | NET FINANCE COSTS |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Finance income: |
| Interest receivable | 87,188 | 73,819 |
| Finance costs: |
| Loan interest and charges |
| Other interest | 5,341 | 5,905 |
| Foreign currency loss/(gain) | 128,261 | 168,026 |
| Leasing | 27,990 | 19,408 |
| Tax interest and penalties | - | 30,928 |
| Loan arrangement fees | - | 68,735 |
| Net finance costs |
| 5. | PROFIT BEFORE INCOME TAX |
| The profit before income tax is stated after charging: |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Depreciation - owned assets |
| Depreciation - assets on hire purchase contracts or finance leases |
| Loss on disposal of fixed assets |
| Auditors remuneration including non audit services | 40,000 | 37,400 |
| G.A. Design International Limited (Registered number: 02098014) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 6. | INCOME TAX |
| Analysis of tax expense/(income) |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Deferred tax | ( |
) |
| Total tax expense/(income) in income statement | ( |
) |
| Factors affecting the tax expense |
| The tax assessed for the year is higher (2024 - lower) than the standard rate of corporation tax in the UK. The difference is explained below: |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Profit before income tax |
| Profit multiplied by the standard rate of corporation tax in the UK of |
| Effects of: |
| Losses utilised/carried forward | ( |
) | ( |
) |
| Deferred tax movement | ( |
) |
| Timing difference in expenses | ( |
) |
| Tax expense/(income) | ( |
) |
| 7. | PROPERTY, PLANT AND EQUIPMENT |
| Fixtures |
| Short | and |
| leasehold | fittings | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2025 |
| Additions |
| Disposals | ( |
) | ( |
) |
| At 31 December 2025 |
| DEPRECIATION |
| At 1 January 2025 |
| Charge for year |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| G.A. Design International Limited (Registered number: 02098014) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 8. | TRADE AND OTHER RECEIVABLES |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Current: |
| Trade debtors |
| Receivables from group | 4,632,549 | 5,588,395 |
| Amounts recoverable on contract |
| Other debtors | 280,130 | 192,819 |
| VAT |
| Prepayments |
| Trade and other receivables that are classified as financial instrument loans and receivables are held at fair value. |
| The Company exposure to credit and market risks, including impairments and allowances for credit losses, relating to trade and other receivables is disclosed in the Directors report. |
| 9. | CASH AND CASH EQUIVALENTS |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Cash in hand |
| Bank accounts |
| 10. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.12.25 | 31.12.24 |
| value: | £ | £ |
| Ordinary shares | £1 | 12,000 | 12,000 |
| 11. | RESERVES |
| Foreign |
| Retained | exchange |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1 January 2025 | ( |
) | (1,920,021 | ) |
| Profit for the year |
| Foreign exchange reserve |
| movement | - | (434,022 | ) | (434,022 | ) |
| At 31 December 2025 | ( |
) | (1,936,793 | ) |
| G.A. Design International Limited (Registered number: 02098014) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 11. | RESERVES - continued |
| Foreign |
| Retained | exchange |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1 January 2024 | ( |
) | ( |
) | (4,458,209 | ) |
| Profit for the year |
| At 31 December 2024 | ( |
) | (1,920,021 | ) |
| 12. | TRADE AND OTHER PAYABLES |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Current: |
| Trade creditors |
| Amounts due to related parties | 510,353 | 780,099 |
| Amounts due to group | 2,735,490 | 3,110,648 |
| Social security and other taxes |
| Other creditors |
| Accrued expenses | 523,372 | 264,937 |
| Deferred income | 1,362,868 | 843,511 |
| Trade and other payables that are classified as financial instrument loans and receivables are held at fair value. |
| The Company exposure to credit and market risks, including impairments and allowances for credit losses, relating to trade and other payables is disclosed in the Directors report. |
| 13. | FINANCIAL LIABILITIES |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Current: |
| Other loans | - | 5,935,264 |
| Leases (see note 14) | 176,529 | 251,539 |
| Non-current: |
| Other loans | 6,184,883 | - |
| Leases (see note 14) | 126,772 | 288,680 |
| G.A. Design International Limited (Registered number: 02098014) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 13. | FINANCIAL LIABILITIES - continued |
| Terms and debt repayment schedule |
| 1 year or |
| less | 1-2 years | 2-5 years | Totals |
| £ | £ | £ | £ |
| Other loans | - | 6,184,883 | - | 6,184,883 |
| Leases | 176,529 | 52,045 | 74,727 | 303,301 |
| The Company exposure to market and liquidity risk in respect of loans and borrowings is disclosed in the Directors report. |
| A fixed and floating charge was discharged on 8 October 2025 that was previously held over all property belonging to the company. |
| The intercompany loan balance owed to Downstream LLC represents long-term shareholder funding and is due in more than one year following a signed letter from One Elevate Inc., the ultimate parent of Downstream LLC and G.A. Design International Limited, confirming that repayment will not be sought within 12 months of the date of approval of these financial statements. The balance is expected to be capitalised by way of a capital contribution before the end of the 2026 financial year. |
| 14. | LEASING |
| Right-of-use assets |
| Property, plant and equipment |
| 31.12.25 | 31.12.24 |
| £ | £ |
| COST |
| At 1 January 2025 | 734,027 | 802,345 |
| Additions | 29,629 | 409,238 |
| Disposals | (17,128 | ) | (477,556 | ) |
| 746,528 | 734,027 |
| DEPRECIATION |
| At 1 January 2025 | 176,916 | 406,184 |
| Charge for year | 266,312 | 248,288 |
| Eliminated on disposal | - | (477,556 | ) |
| 443,228 | 176,916 |
| NET BOOK VALUE |
| G.A. Design International Limited (Registered number: 02098014) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 14. | LEASING - continued |
| Interest bearing loans and |
| lease liabilities |
| Minimum lease payments fall due as follows: |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Gross obligations repayable: |
| Within one year | 210,633 | 271,561 |
| Between one and five years | 168,530 | 351,091 |
| 379,163 | 622,652 |
| Finance charges repayable: |
| Within one year | 34,104 | 20,022 |
| Between one and five years | 41,758 | 62,411 |
| 75,862 | 82,433 |
| Net obligations repayable: |
| Within one year | 176,529 | 251,539 |
| Between one and five years | 126,772 | 288,680 |
| 303,301 | 540,219 |
| 15. | PROVISIONS |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Other provisions | 80,000 | - |
| Analysed as follows: |
| Current |
| Provision has been made for repairs necessary to comply with lease obligations. |
| G.A. Design International Limited (Registered number: 02098014) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 16. | DEFERRED TAX |
| 31.12.25 | 31.12.24 |
| £ | £ |
| Balance at 1 January | 1,601,078 | - |
| Accumulated tax losses (utilised)/recognised | (147,544 | ) | 1,601,078 |
| Balance at 31 December | 1,453,534 | 1,601,078 |
| A deferred tax asset is recognised at the balance sheet date arising from unused tax losses from prior periods. The asset has been recognised on the basis that it is probable the company will generate sufficient future taxable profits to recover the asset. |
| The assessment of recoverability is supported by: |
| - Forecasts and budgets demonstrating profitability over the next three financial periods |
| - Secured contracts and contracts with a high degree of probability expected to generate taxable income. |
| Management has reviewed the assumptions underlying these forecasts and considers them reasonable and supportable. The deferred tax asset will be reassessed at each reporting date to ensure continued recoverability.. |
| 17. | ULTIMATE PARENT COMPANY |
| The company's immediate parent company is G.A Group Holdings Limited, a company incorporated in Great Britain, and registered in England and Wales, registered number 11630170 . |
| Consolidated group financial statements financial statements will be obtainable from the Registrar of Companies (England and Wales) when available or from the registered office of G.A Group Holdings Limited at:- |
| Lymehouse Studios |
| 30-31 Lyme Street |
| London |
| NW1 0EE |
| The ultimate parent company to 19 December 2025 was PAG Asia III LLP. |
| Following a sale of the immediate parent on 19 December 2025, the ultimate parent company is One Elevate Inc. The company is based in Santa Clara, California. |
| 18. | OTHER FINANCIAL COMMITMENTS |
| A fixed and floating charge dated 29 April 2026 over the company assets is held by Goldman Sachs Bank USA to secure borrowings in the group of which the company is now a member. |
| G.A. Design International Limited (Registered number: 02098014) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 19. | RELATED PARTY DISCLOSURES |
| During the year the company transacted with group and related parties. |
| At the balance sheet date the company had the following balances with related parties within financial liabilities due after one year; Downstream LLC £5.984,232, Downstream Amsterdam BV £200,651. These entities are part of the same group of companies. |
| At the balance sheet date the net balances with the following group companies was£63,728 (2024: £169,422) owed by G.A Design Malaysia SDN. BHD, £291,533 (2024: £860,219) owed by G.A Brand Design (M) SDN. BHD, £1,995,972 (2024: £1,976,008) owed by G.A. Group Holdings USA Inc., £281,723 (2024: £281,723) owed by G.A. Brand Design Limited, £1,707,008 (2024: £1,706,89 owed by G.A Design International (Shanghai) Limited, £292,585 (2024: £288,158) owed to G.A. Design International KFT, £2,735,490 (2024: £2,737,667) owed by GA. Design International SDN BHD. All the above companies have common directors and shareholders. |
| 20. | GOING CONCERN CONSIDERATION |
| The financial statements for the year ended 31 December 2025 have been prepared on a going concern basis. |
| The company made a profit after tax of £417,250 for the year (2024 - £2,538,188) and had net liabilities of £1,924,894 (2024 - net liabilities £1,908,021). The company had cash of £957,510 (2024 - £752,452). |
| The loan originally advanced by Unispace Global Limited was novated to Downstream LLC prior to the sale of the company's parent. G.A. Group Holdings Limited was acquired by Elevate Sports Ventures LLC, a subsidiary of One Elevate Inc., which became the company's ultimate parent. This balance represented long-term shareholder funding provided to support the company's operations, rather than third-party borrowing. The loan from Downstream LLC remained in place at the balance sheet date with no formal repayment agreement. The directors have received a signed letter confirming that Downstream LLC will not seek repayment within 12 months of the signing of these financial statements, and the balance has accordingly been classified as due in more than one year. |
| The directors intend for, and are confident that, this intercompany balance will be capitalised by way of a capital contribution to the company before the end of the 2026 financial year. This process is now underway, with the group taking the necessary steps to implement the capitalisation. On completion, this will move the company's balance sheet from a net liability to a net asset position. |
| The directors have received a signed letter of support from the ultimate parent company, One Elevate Inc., confirming their intention to make available the financial resources necessary for the company to meet its obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements. |
| The directors have prepared forecasts of income and expenditure covering at least 12 months from the signature date of these financial statements, including an assessment of the availability of cash resources. The forecasts show profit anticipated for the year ending 31 December 2026 and have been prepared on a project-by-project basis reflecting probable outcomes, with cost controls applied. |
| The company has intercompany debt of £4,632,448 at 31 December 2025 owed by fellow subsidiaries within the group headed by G.A. Group Holdings Limited. No provision has been made against these balances, on the basis of the letter of support from One Elevate Inc. |
| Taking into account the forecasts, the intended capitalisation described above, and the letters of support received, the directors are satisfied that One Elevate Inc have the intention and the ability to provide additional funding if required, and have therefore prepared these financial statements on a going concern basis. |